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Business Associations (Corporations (Governing Law, Limitation of…
Business Associations
Corporations
Governing Law
Limitation of Liability, Corporations
Corporate Personhood
Promoter Liablity for pre-incorporation transactions
General corporate structure and organization
Lawful Purpose
Corporate Formation
Parents and Subsidiaries
Foreign Corporations
Piercing the Corporate Veil
Corporate Powers
Stock Issuance
Means of raising capital other than issuing stock
General role of directors
Directors' fiduciary duties
General Role of Corporate Officers
Directors' and Officers' liability for corporate Obligations
Rights and responsibilities of shareholders
Distribution to Shareholders
Shareholders' Inspection rights
Shareholder appraisal rights
Shareholder agreements regarding corporate governance
Fiduciary duties of controlling shareholders
Securities Regulation: Insider trading
Insider Liability for short swing profits
close corporations
Fundamental corporate changes
Corporate Dissolution
Limited Liability Companies
Key Terms and concepts
Forming an LLC
Becoming a member in an LLC
Dissociating a Member
Rights and Responsibilities of members and managers
Fiduciary Duties of Members and Managers
Liability Shield in LLCs
Distribution to Memebers
Dissolving and Winding up an LLC
Agency
Establishing Agency
Agent's Power to Bind the principal
Liabilities of Principal and agent in contract and tort
Fiduciary Obligations
Partnerships
General Partnership
Limited Partnerships
Limited Liability Partnerships
Litigation by Shareholders and Members
Direct Litigation
Derivative Litigation
Class Actions